Article I. Name and Purpose
Section 1. Name
The name of this organization shall be the Kentucky Association on Higher Education and Disability (hereafter known as the "Organization".)
Section 2. Purpose
The Kentucky Association on Higher Education and Disability is a professional organization whose purpose is to promote communication among professionals in post secondary education in order to improve the development and implementation of services to persons with disabilities.
Article II. Structure
The Organization is created as a volunteer professional organization directed by a Board of Directors. Furthermore, the Board of Directors will be composed of elected officers and members whose responsibility will be to carry out the mission of the Organization through policy formation, the execution of fiduciary responsibility, and maintenance and growth of the organization.
Article III. Members
Section 1. Classes of Members
The organization shall have three (3) classes of members designated as "Professional," "Emeritus," and "Student."
Section 1a. Professional Membership
A Professional Member shall be any person working to enhance higher education opportunities for persons with disabilities. Each Professional Member shall pay annual dues as established in accordance with these By-laws, shall have one (1) vote on all matters on which members are entitled to vote, and shall be eligible to hold office.
Section 1b. Emeritus Membership
An Emeritus Member shall be any person who formerly worked to enhance higher education opportunities for persons with disabilities who is currently retired and not employed on a full-time basis. Each Emeritus Member shall pay annual dues as established in accordance with these By-laws, shall have one (1) vote on all matters on which members are entitled to vote, and shall be eligible to hold office.
Section 1c. Student Membership
A Student Member shall be any person enrolled in a higher education program who has an interest in promoting the purpose of the organization as set forth in these By-laws. A Student Member shall pay annual dues as established in accordance with these By-laws, and may attend meetings, have a voice but no vote, and shall not be eligible to hold office.
Section 2. Eligibility for Membership
Any person who shall, upon application, show active employment, affiliation or matriculation, and provide payment of dues, may become a member of the appropriate class.
Section 3. Voting Rights
Each Professional and Emeritus member shall be entitled to one (1) vote on each matter submitted to a vote of the members. Student members shall have no vote.
Section 4. Termination of Membership
Any member who fails to pay the required dues within sixty (60) days of the due date as established by the Board of Directors (Article XI, Section 1b) shall be automatically suspended until the dues are paid. Said member may be terminated by resolution of the Board of Directors adopted at any regular of special meeting, after sixty (60) days of suspension. The Board of Directors may, by two-thirds (2/3) majority resolution of the entire Board of Directors, and after appropriate hearing, suspend or expel a member for cause.
Section 5. Resignation
Any member may voluntarily terminate membership at any time, by written resolution delivered to the Secretary, but such resignation shall not relieve the resigning member of any obligation for dues, assessments or other charges theretofore accrued but unpaid.
Section 6. Reinstatement
Any member who has been terminated may, upon written request to the Secretary and by the affirmative vote of two-thirds (2/3) of the members of the Board of Directors, be reinstated upon such terms as the Board of Directors may deem appropriate.
Article IV. Meetings of Members
Section 1. Annual Meetings
Annual meetings of the Members shall be held for the purpose of electing/announcing elected officers of the Organization and for the transaction of such other business as may come before the meeting. The Board of Directors shall by resolution determine the date, time, and place of such meeting, and shall give notice thereof as set forth below. If the election of officers shall not be held on the day appointed for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members or by mail,or electronic means.
Section 2. Special Meetings
Special meetings of the members may be called by the President, by resolution of the Board of Directors, or by the written request of at least ten-percent (10%) of the members entitled to vote.
Section 3. Place of Meeting
The Board of Directors shall designate the place of all annual meetings and of any special meeting called by the Board, which may be either within or out of the State of Kentucky. If a special meeting shall be otherwise called, the place of meeting shall be designated by the person or persons calling the meeting, and specified in the notice thereof.
Section 4. Quorum
The presence of one-fourth (1/4) of voting members shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, no official business may be conducted.
Section 5. Proxies
Proxy voting shall not be allowed.
Section 6. Manner of Action
A majority of votes by the members present at a meeting at which a quorum is met shall be necessary for the adoption of the matter to be voted upon, unless a greater proportion is required by law or by these By-laws.
Section 7a. Mail or Electronic Voting
The election required by Article IV, Section 1 here above may be conducted by mail or electronic means in such a manner as the Board of Directors shall determine. Election shall be a majority of votes, provided that at least one-fourth (1/4) of the members entitled to vote shall cast a vote.
Section 7b. Mail or Electronic Voting - Amendments
Where a mail vote or electronic vote is sought for amendment of these By-laws, approval of any amendments, alteration, revocation of a By-law or adoption of any additional By-laws shall be by majority of those responding, provided that at least one-fourth (1/4) of the members entitled to vote shall cast vote.
Article V. Officers
Section 1. Officers
The officers of the organization shall consist of a President, a President Elect, a Secretary, and a Treasurer who shall be elected by vote of the members. The Immediate Past President, shall assume office immediately following his/her tenure as President. Chairs of standing committees, including the Conference Chair, Scholarship Chair, Website Chair, and History Chair, are appointed by the President and will also serve on the Board of Directors.
Section 2. Election and Term of Office
The President Elect shall be elected annually by the members. The Treasurer and Secretary shall be elected biennially by the members. The election of officers shall be held in accordance with Article IV. The terms of the President, President Elect, Secretary, and Treasurer shall run until the beginning of the new fiscal year, or until their successors are duly elected and qualified.
Section 3. Succession of President Elect
Upon completion of the term as President Elect, the President Elect shall become President of the Organization, unless the Board of Directors shall, by majority vote of the whole Board, at a meeting called for the removal of an officer under Section 5 herein below, determine that the President Elect shall have ceased to be eligible to hold office (e.g. because of termination of membership) or is, for cause, unqualified to hold the office of President, in which case the office of President Elect shall become vacant.
Section 4. Eligibility
No person shall be a member-elected officer who is not a member of the Organization. The President shall remain a national AHEAD member in good standing throughout their term(s) of office.
Section 5. Removal
Any officer elected by the members may be removed, by majority vote of the members at a special meeting called for that purpose. If a meeting is called for the removal of a member-elected officer, the notice of such meeting shall so state and shall state the cause(s) for such removal. Removal of any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Organization would be served thereby.
Section 6. Vacancies
In the event of a vacancy in the office of President, the President Elect shall assume the duties of President, without prejudice to his or her ensuing term of office. In the event of a vacancy in the office of President Elect, the members shall elect both a President and a President Elect by mail or electronic means by the membership. Any vacancy in any other office because of death, resignation, removal, disqualification, or otherwise, may be filled by selection and majority vote by the Board of Directors for the unexpired portion of the term.
Section 7. President
The President shall be the principal executive officer of the Organization and shall in general supervise and control all of the business and affairs of the Organization. The President shall preside at the meetings of the members and of the Board of Directors and may sign with the Secretary or any other proper officer of the Organization authorized by the Board of Directors, any legal document which the Board of Directors has authorized to be expected, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-laws or by statute to some other officer or agent of the Organization; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall be ex officio a member of all committees, and shall appoint the chairperson of all standing committees, except as otherwise set forth in these By-laws. The President shall vote only when necessary to break a tie in a Board decision. The President shall become the Immediate Past President upon the completion of his/her term of office. The President shall serve as the Affiliate Representative to the national AHEAD organization. If the President can not represent the organization at the national AHEAD conference, the President-Elect, or the Immediate Past President shall serve as the representative.
Section 8. President Elect
In the absence of the President or in the event of an inability or refusal to act, the President Elect shall perform the duties of the President, and, when so acting, shall have all powers of and be subject to, all the restrictions upon the President, without prejudice to his or her subsequent term of office. The President Elect shall be the Organization'?s standing committee coordinator, and in such capacity, shall coordinate and direct as appropriate the functions of all standing committees as directed by the President or the Board of Directors. The President Elect shall perform such other duties as from time to time may be assigned by the President or the Board of Directors.
Section 9. Immediate Past President
The Immediate Past President shall act in the absence of the President and President Elect, and shall assume responsibility for Board orientation.
Section 10. Treasurer
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Organization; receive any receipts for moneys due and payable to the Organization from any source whatsoever, and deposit all such money in the name of the Organization in such banks, trust companies, or other depositories as shall be determined by the Board of Directors; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors. The Treasurer shall have responsibility for disbursing all funds of the Organization, under policies approved by the Board of Directors or the members, and shall authorize all disbursements in writing, in advance, or shall disburse upon the written direction of the President or other designated executive officer. The Treasurer shall keep adequate and appropriate records of receipts and disbursements, and shall submit quarterly reports to the Board of Directors, and annual reports to the Board and the members, reflecting the most recent period'?s financial activities. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the duties of such office in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall serve as ex-officio member of any committee where financial oversight and consultation are appropriate.
Section 11. Secretary
The Secretary shall keep the minutes of all meetings of the members and the Board of Directors in one or more formats; assure that all notices are duly given in accordance with the provisions of the By-laws or as required by law. The Secretary shall distribute minutes of the meetings to the Board in a timely fashion. Unless specific duties are assigned to special committees, the Secretary will be responsible for all official correspondence of the Organization.
Section 12. Conference Chair
The Conference Chair is responsible for the planning and implementation of the annual conference. The Conference Chair shall identify other KY AHEAD members to serve on the conference planning committee.
Section 13. Scholarship Chair
The Scholarship Chair shall be responsible for awarding of the KY AHEAD scholarship. The Scholarship Chair will identify other KY AHEAD members to assist with the judging of scholarship applications.
Section 14. Website Chair
The Website Chair shall be responsible for updating and maintaining the KY AHEAD website.
Section 15. History Chair
The History Chair shall be responsible for maintaining records on the history of the organization to inform future KY AHEAD members about the organization’s past.
Section 16. Nomination of Officers - Election Procedure
There shall be established, as a standing committee, a Nomination and Election Committee, consisting of members of the organization, chosen annually by resolution of the Board of Directors. The Nomination and Election Committee shall poll the membership for the names of possible candidates to be placed on the nomination ballot for the positions of President Elect, Secretary and Treasurer, and, when applicable, President. No person nominated and accepted as a candidate shall be placed in nomination for another office in the organization during the current election. The Nomination and Election Committee shall conduct the election of officers by secret ballot. The Nomination and Election Committee shall submit proposed procedures for carrying out the annual election to the Board of Directors for approval. The Board of Directors may, prior to the first regular meeting of the members, establish procedures for nomination by petition and/or from the floor at the annual meeting.
Article VI. Board of Directors
Section 1. General Powers
The affairs of the Organization shall be managed by its Board of Directors, except for functions and powers reserved to the members.
Section 2. Number, Tenure, and Qualifications
The Board of Directors shall consist of the President, the President Elect, the Secretary, the Treasurer, the Immediate Past President, and the chairpersons of the standing committee. Each member of the Board shall hold office during his/her term of office as an officer, or, in the case of the Immediate Past President, until the term of the next President begins, or in accordance with Article 5, Section 6.
Section 3. Regular Meeting
A regular meeting of the Board of Directors shall be held without other notice than this By-law, immediately prior to, and in the same place as, the annual meeting of members. At such meeting, the Board shall by resolution designate the time and place of the first meeting of the incoming Board of Directors. The Board of Directors may provide, by resolution, the time and place, either within or out of the State of Kentucky, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 4. Special Meetings
Special Meetings of the Board of Directors may be called by the President or by any two or more members of the Board. The person or persons authorized to call special meetings of the Board may fix any place, either within or out of the State of Kentucky, as the place for holding any special meeting of the Board.
Section 5. Quorum
A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any regular or special meeting of the Board; but if less than a majority are present at said meeting, a majority of the board members present may adjourn the meeting without further notice.
Section 6. Vacancies
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Board members. A board member elected to fill a vacancy shall serve for the unexpired term of the predecessor in office, or if there is no predecessor, for such term as shall be stated by the remaining members of the board.
Section 7. Compensation
Board members as such shall not receive any stated salaries for their service unless approved per amendment, per a specified period of time, by the membership. The cost of attending regular meetings should be incurred by Board members as it is by regular members. The Board of Directors may reimburse board members/committee members, with prior approval, for actual, reasonable expenses incurred on official Organization business. KYAHEAD may pay the full or partial membership fee to the national AHEAD organization for the President, if the President's home institution is unable to pay the membership fee.
Section 8. Informal Action by Members of the Board
Any action required or permitted to be taken at a meeting of members of the Board may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed upon by a majority of the members of the Board.
Section 9. Teleconferenced Meetings
A board member may attend any meeting of the Board by any means of telecommunication that will permit such member to hear, and be heard, by all other board members present at the meeting.
Article VII. Committees
Section 1. Committees
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall have one (1) chairperson. No committee shall have the authority of the Board of Directors. The Board may impose such other and further restrictions on the authority of any or all such committees as it shall deem appropriate. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it by law. The President shall be ex-officio a member of all such committees.
Section 1a. Standing Committees
The members of the Organization may by majority vote at any annual meeting, or at any special meeting called for such purpose, establish such standing committees as they deem necessary to conduct the activities of the Organization. The chairperson shall choose the members of the standing committees thereof, with the advice and consent of the Board. Unless otherwise provided in these By-laws, the President shall choose the chairperson of all standing committees, with the advice and consent of the Board.
Section 1b. Removal of Members
Any member of a committee may be removed by the person or persons authorized to appoint such member, or by resolution of the Board of Directors, whenever in their judgment the best interest of the Organization shall be served by such removal.
Section 3. Term of Office
Each member of a standing committee shall continue as such until the commencement of the next Presidential term, or until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 4. Vacancies
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Article VIII. Certificate of Membership
Section 1. Certificates of Membership
The Board of Directors may provide for the issuance of certificates evidencing membership in the Organization, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or President Elect and the Chair of the Membership Committee. Issuance of membership certificated shall be responsibility of the Membership Committee.
Article IX. Books and Records
The Organization shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors. All books and records of the organization may upon reasonable written notice to the custodian thereof be inspected by any member, or an agent or attorney, for any proper purpose and at any reasonable time.
The organizations shall designate an Historian to keep archived historical documents of the organization.
Article X. Fiscal Year
The fiscal year of the Organization shall begin on the first day of July and end on the last day of June in each year.
Article XI. Dues
Section 1. Annual Dues
The members shall determine from time to time the amount of the dues payable to the Organization by members of each class. Such determination shall be by a resolution approved by a majority of members present and voting at a duly called meeting, or by a majority of those responding by mail, or electronic means provided that at least one fourth (1/4) of the members eligible to vote shall respond. Notice of any proposal to increase the dues of any class shall be given to the members at least thirty (30) days before any meeting at which such proposal shall be presented, or before ballots are solicited by mail or electronic means.
Section 1a. Payment of Dues
The Board of Directors shall determine by resolution the date on which dues shall be payable.
Section 1b. Default and Termination of Membership
When any member of any class shall be in default in the payment of dues for more than sixty (60) days, such member shall be subject to suspension and termination as provided in Article III of these By-laws.
Article XII. Finance
Section 1. Purpose
The purposes for which KY AHEAD is organized are exclusively educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provisions of any future United States Internal Revenue law. Notwithstanding any other provision of these articles, this Organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provisions of any future United States Internal Revenue law.
Section 2. Income
Income shall be derived from the dues, gifts, contributions, bequests, and such other sources as the Board of Directors may approve, consistent with the purpose of the Organization and exempt under Section 501(c)(3) of the Internal Revenue Code.
Section 3. Audit
The books of the Organization shall be audited at the conclusion of each fiscal year, in such manner as the Board of Directors shall determine.
Article XIII. Waiver of Notice
Whenever any notice is required to be given under the provisions of Kentucky law or under the provisions of these By-laws, a notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XIV. Dissolution and Similar Matters
Section 1. Dissolution
The Organization may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the members. After payment of all debts and liabilities of the Organization, its property and assets shall be donated to other organizations or causes that advance disability-related issues and are voted by the majority of the members. Selected organizations or causes must comply with the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future Federal tax code, or the assets shall be distributed to the Federal, state, or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the Organization is then located, exclusively for such purposes.
Section 2. Interest
The interest of any member in the property of the Organization ceases with the termination of their membership.
Article XV. Amendments to By-Laws
Section 1. Amendments by Members Only
These By-laws may be altered, amended, or repealed and new By-laws may be adopted, only by a majority vote of the members of the Organization in accordance with this Article. Members shall be given a 30-day notice of a pending vote.
Section 2. Proposals for Amendment
Proposals for amendment, alteration, repeal, or restatement of these By-laws, or for adoption of new By-laws, may be initiated by resolution of the Board of Directors, by unanimous resolution or consent of a standing committee, or by any member qualifying as an active Professional Member in his or her own right. If a proposal to amend is initiated by an individual member, a petition signed by at least ten percent (10%) of the active Professional Members shall accompany it.
Section 3. Submission of Proposals
All proposals for amendment, other than those initiated by resolution of the Board of Directors, shall be submitted to the Board in writing, which shall submit all proposals to the membership.
Article XVI. Conflict of Interest
No Board of Directors member shall deliberately use his or her position, or the knowledge gained there from, in such a manner that a conflict between the interest of the Organization and his or her personal interests arises.
Nothing herein shall be construed to prohibit or in any way limit the ability of the Organization to retain, as employees, trainers or instructors, persons who are paid whole or in part by grants or other funding programs accepted by the chapter. However, no Board of Directors member being considered for such position may debate, discuss, or otherwise participate in the approval process for any such grants or funding program.
Article XVII. Parliamentary Authority
The Board of Directors shall determine parliamentary authority for all proceedings of the Organization whenever it does not conflict with these By-
Drafted: April 2000
Revised: Article V, Section 4 on 2/5/02. As per vote, omitted last sentence. T.Belluscio
Revised: Article V, Section 1, 12, 13, 14, 15. As per vote on 5/16/13, added Conference Chair, Scholarship Chair, Website Chair, and History Chair as members of the board.